The Superior Peter Parker!
by helpusobi1kenobi
Summary: My take if I was reincarnated into the Marvel Universe as you know who. This Universe is a combination of all I love about the Marvel Universe. Harem fic and there will be violence and gore. Not for the faint of Heart.
1. Chapter 1 Introducing

**The Superior Peter Parker! Chapter 1: Prologue, Marvel OC/SI fanfic**

 **There is a slight crossover with Anime and Manga regarding my OC/SI.**

 **My OC will have the powers and skills of all my favorite characters and I mean mostly from Marvel and DC comics. Ideas will be taken from here and there that is why it is an X-Over.**

 **This is not a copy of Earth 616 and it will mostly be a mash up of my favorite What if comics and storylines. Some characters will be there and some won't I am basically creating a mix up of my favorite characters. The artwork and setting if this was an actual comic is very similar to Captain America: Man out of time.**

 **There are crazily over powered characters in the world of Marvel. So I really don't think going OP is an issue here especially with a Planet Eater and cosmic beings . So Nuff said. Some of the characters will be OOC and there will be bashing.**

 **This will be a Harem fic and I would like to Thank HandAssasinSpider-man, Diablo Ex Machina and RebukeX7**

 **Here is the new story and WARNING**

 **THIS STORY WILL HAVE:**

 **FOUL LANGUAGE AND CURSE WORDS.**

 **SEXUAL THEMES THAT SOME WILL FIND DEGRADING AND/OR INSULTING.**

 **THEMES OF HYPNOTISM, BRAINWASHING, MIND CONTROL AND MENTAL INSTABILITY.**

 **THIS IS NOT JUST FANFICTION IT IS ALSO A FANTASY FOR STABLE ADULTS.**

 **POSSIBLE BAD GRAMMAR, ADULT THEMES, FAMILIAR CHARACTERS ACTING OUT OF CHARACTER AND MARY SUE.**

 **I DONT OWN THE RIGHTS TO ANY MANGA, ANIME, MARVEL, DC, VIDEO GAMES AND/OR ANIMES! ALSO NO REVIEWS OR REQUESTS.**

* * *

 **Prologue**

* * *

 **? POV**

It's been 15 years since I was born in this world

You must be confused by what I mean, this world aren't you? Well the truth is I'm not who I am, strange huh?

Anyway, my name is Peter Benjamin Parker, but my name from before was Felix, Felix Valentine. You see I'm not originally from this world and yes that is my real name here. I was doctor before; well you could say new Doctor. I just graduated from a Medical Student 1 year prior, and I'd like to tell you all about my previous life, but that's another story. I will tell you all what happen to me before I born as Logan.

One day I was about to go home from hospital, as new doctor I still work as a secretary under a senior doctor, at that time. When I was about to cross the road my phone started ringing. I notice the traffic lamp was still red so I decide to answer. It was call from my mother; she was saying she had some problems with my father, who was drinking somewhere. So she asked me to pick him up, since the bar my father liked, is near my work place.

While I was talking to her I noticed the traffic light become green so I decide to walk while talking on the phone, however what I didn't notice, was that some truck was moving so fast. It seems like the driver in hurry so he/she decide to run through, and ignore the traffic lights.

That's when everything goes to hell.

At last moment I manage to look at the truck since I hear someone screaming, the last i see was the lights from the truck before it hit me. At the time I feel like I'm flying, and suddenly, BAM! I feel like my backs being crushed by a mountain. I can feel everything slipping; going black. I also notice one other thing…I was going to die.

With this realization I recall my life. I was able to remember when I graduated from high school with my friends, I remember when I played with some cadaver, when I was still in college, I remember when i laughed, when I was sad, when I fought my parents for my girlfriend, who in the end cheated on me.

And I realized one thing...

My life is Seriously Boring.

I study for 12 years in school from elementary to high school, without any thing interesting happening, then I spend 7 years to become doctor, not to mention I was nerd. While I thinking about this I can hear several people screaming, and my body being lifted but it useless, I can feel life start to fade from my body, I can't even open my eyes. I must have hit my head hard for me to rupture my optic nerve; I mutter one thing before I succumb to the darkness

"I wish the next world is not boring like this one was."

With that my body went limp.

* * *

First thing I noticed when I died was; It's dark, very dark, it's also frightening, I feel fear start to crawl down my spine, I move, or I try to move, but somehow my body seems to have a hard time to moving!

Then suddenly i feel something pushing me from behind! I was about to turn and see what push me but i can't! I can't see anything! It is to dark!

The darkness does not stay for long...

I suddenly see light. Yes a light! I can feel my body being pushed to that light! I didn't think anything about that at the time; I was just thinking to get out from this darkness!

To that light!

With that I try to move to the light, being helped by something that pushed me on, more precisely I helped pushing me, when I reached the light, suddenly the entire world was a blur to me. It wasn't quite color blindness, but the easiest thing to see was the stark contrast between light and dark.

I could see shapes and edges but the world looked incredibly confusing. Now this isn't what I expected. I was thinking, trying to see where I was, but something blurry like this?! No, not something expected at all!

I was about to speak, but I found no words, rather it's more like Babbling? I then yelled, shouted, roared, but my voice it seemed to stay away! I can felt something wetting my face. I tried to touch my face, but I found I can't move my hands or legs! I can feel I was being lifted and carried.

Now I know I'm not that tall or heavy but…This is ridiculous! I can fell I am been held in the crook of someone's arm! What is carrying me, a Giant; a Monster?!  
Once again fear started to crawl through my body. Naturally I was not the type of person who was easy get afraid of something. I mean I have seen cadavers that only have half a face, cadavers who got it guts spilled, locked alone with a dozen corpses, seeing a gruesome wound from patients, but I don't know why I am afraid now.

Seeing talking and shouting were useless. I did the only thing I could have. I screamed. I wailed. I cried

* * *

 **15 Years later**

Being reborn as a baby was not my finest moment. Well I found out that I had been reborn and that apparently that my "wish" to be reborn in a more interesting world was granted…..I am in the Marvel Universe.

Seriously! Not a joke Imagine my surprise when I worked that one out!

My name is Peter Benjamin Parker; I was born to Richard and Mary Parker, my parents who died in a "plane crash". Before they died to go on their "business trip" they left me with their relatives my Uncle Ben and Aunt May.

Now Ben and May Parker are very old and I mean they were easily in their 50's when I was dropped on their doorstep. Now they are in they are 60's and living off of Uncle Ben's Army pension, which is not much. But I love them with all my heart.

Despite being poor, Uncle Ben does a lot of Odd jobs in the neighborhood and I help him pays the bills faster and honestly doing them with Uncle Ben is fun. I learnt a lot of things about plumbing, carpentry and being an electrician so that is a plus.

Aunt May is a darling angel. That woman is the epitome of patience and even though I didn't plan it I just let her into my heart and she has remained ever since. I like spending time with her and doing chores around the house to make her life easier. I even help her cook sometimes but she is adamant that I don't actually do the cooking since "not my job".

However not everything was all roses in my life, as expected thanks to my marks,, lack of athletic interest, high aptitude for science and the black frame glasses I became a target for every single bull from kindergarden. Not fun or cool listening to stupid kids talk about me, but being a fully grown man and not wanting any trouble I just ignored them. No matter how many times I was targeted and beaten up by bullied by kids like Carl King, I never really gave them any words or attention or fought back which ticked them off mostly.

It got so bad that once the teachers found me after the beatings and immediately called an ambulance. I heard later that Carl got suspended and went to juvie. However when one went another came: Eugene "Flash" Thompson. Despite knowing the fact that he came from a screwed up home, I couldn't help but envy him a little bit for his athletics.

Still despite this fact, I still managed to gain friends such as Liz Allan, Seymour O'Reilly, Jason Ionello, Sally Avril, Sean "Tiny" McKeever and Charlie Murphy. I remained good friends with them all the way through to Junior High.

Not long after this, May and Ben took me to an open house of a science facility owned by Oscorp where I actually met Norman Osborne! My god this man is supposed to be the Green Goblin? He seems to be an okay guy and even gave me encouragement to pursue a career in science.

At the age of 13, I began attending Midtown High School, where the student body was joined by Flash Thompson. Peter soon found his circle of friends quickly shun him for the more charismatic Flash, who became yet another tormentor. Flash also began dating Liz Allan.

Now this was really bad and I felt terrible, I really hated Flash by then. I never openly showed it though despite the amount shit that he has put me through. It really hurt me seeing people I once saw as friends turn on me. But not everyone was out to get Peter Parker, as I soon learned when I was saved from some bullies by C.J. Vogel, the class clown.

Right after the formation of the Fantastic Four, I won the school science fair, beating out Laurie Lynton an obese girl who was kind of nice an one of the people I liked talking to. In the 10th Grade, one of my favorite teachers was his science teacher Daphne Smith, partially for her often explosive and loud science demonstrations, She was kind of like Aunt may and often I would talk to her and help her out. Another science teacher of mine was Raymond Warren who encouraged Peter to pursue his education in science, I like him too.

That fall, I was helping his aunt and uncle with their yard work. It was about this time, I may have asked about Ben and May's health. Uncle Ben assured me that both sides of the family came from "hearty stock" and both he and Peter's Aunt May would live for a long time still. I really wanted this to happen and plot be damned I was not going to let the only people who stuck by me die and face tragedy when they have done nothing wrong.

Which leads me to the present, Today is a special day. I am going to General Techtronics Laboratories East for an exhibition on Radioactivity. This is what I have been waiting for my whole life! This is where I become Spider-man!

I was almost giddy with anticipation and was extremely paranoid today. I made sure to cover all bases and make sure today was a free day. I even prepared a special test tube to hold the dead spider….I mean it grants super powers there is no way I am letting that go to waste!

So with butterflies in my stomach I stand and watch the exhibition just waiting for that magic moment.

Then as the experiment started I saw It! There was a tiny spider crawling from out of the vents. _'Okay stay calm, keep and straight face and don't move'_ I command myself. There is no way that I am messing this up.

With my peripheral vision I could see the spider coming down from the web slowly and I forced myself to stay calm. I don't even notice that a door behind me opens forcefully and that there is someone shouting from behind me.

Flash: **PARKER!**

Peter: Huh?

I turn to see the Angry face of the one man I hate the most: Flash Thompson. WTF? What is this Mother***** doing here? This was my great moment!

He comes up to me all pissed and then shoves my shoulder brutally.

Flash: Listen up geek! **Liz** is **MY** girl and— **OW!**

To my absolute horror I see the dying radioactive Spider bite **FLASH THOMPSON! HOLY SHIT! THIS CANNOT BE HAPPENING!**

Quickly thinking while everyone was watching flash wobble from giddiness, I snatch up the Radioactive dying spider before It could touch anyone else and put it in the test tube, then I tuck it into a hollow space in my book.

As I finish I see flash heading for the door outside. I need to see this, need to play this right!

Flash: That lousy bug bit me-head feels strange-need some air!

Peter: Are you ok?

I head outside following him trying to stay calm and not lash out at this…this…piece of shit! It is really hard right now to keep my mask of "puny parker" when all I want to do is ram his head into the pavement! Then I remember how strong Thompson is and what the spider bite could do to his strength.

I see a speeding car heading to him and honestly I feel a sense of relief coming over me for a brief second. I know that makes me a terrible person but Flash with spider-powers is too dangerous to be left alive.

Too my great disappointment Flash jumps high into the air and onto a building. The car just rushes across the street, it doesn't make it far however.

I see the most terrifying thing ever. Flash Thompson tears out a section of bricks from the building and throws it at the high speed car! The car gets destroyed and I can see guys in ski masks inside meaning that they were robbers.

I see flash jump down and getting ready to pound one of them to oblivion!

Peter: **FLASH! NO!**

Flash then turns his head to see me. I really don't want to get stomped by him but now I just have to make him stop from murdering those thugs.

Then I can hear the sound of Police Sirens and I could almost kiss NYPD for it, because the one thing Flash fears it's getting caught!

I reach him and motion for him to come down maintaining my kind and worried look.

Peter: Those Sirens—The Police are coming, probably chasing those robbers. We'd better go before they make **you pay** for all this damage!

You see the key thing I've learnt while talking to flash and observing him is that as long as you point out his advantage and what he could gain he will listen. May require some flattery and pointing out the obvious but right now I don't care.

Flash takes the hint and soon we are on the sidewalk walking away calmly.

Flash: Good thinkin' brain-boy. Besides I still don't feel so good….I got this weird buzzin' in my head when that car came at me—Almost like a warning!

I almost rolled my eyes. Either flash is too stupid to make the connection despite the fact it just happened or he is just too dense for the obvious.

Peter: That buzzing along with you increased strength and agility Must have something to do with that Irradiated Spider that bit you!

Since his house was the closest, we decided to go there. Right now I needed to make sure that flash Thompson gets set on the right path, no matter how nauseating the thought makes me.

Sitting in his room we both decided to talk.

Peter: I'll bet you've got super powers! Like that Fantastic Four group I read about in the newspaper!

Flash: Yeah?

Peter: You can use them to stop crooks like today. You'll be a famous crime fighter!

Flash: Sure Sure…and this will be out little secret, won't it Petey?

Hook line and sinker. Now all I have to do is make sure that he stays on this path. But I can't shake the feeling of dread that something will go terribly wrong.

That night after I left flash's house and in my room I begin to think about all my plan's gone wo waste. I lay the web shooters and costume that I prepared on the bed and I sit on the chair looking at them.

 _'_ _How do I fix this?'_

As far as I know flash Thompson came from an abusive home and that is why he ends up becoming a bully. He would have gone down a darker path if not for his idolization of spider-man, which set him on the right path. He would have gone on to become a war hero and become agent venom but now….He is dangerous. This is a boy who has always had power and loves to exploit it. Right now I bet he's just thinking about how to use those powers to make his life better. He is just a thug.

I think about what I can do…..I could just call the police but that could end messy. Telling anyone at this stage could lead to disaster. Despite everything Flash still has a chance to do good and I might as well support him.

Just as I put away the costume and the web shooters I see a laser light coming from my desk. Shit! This means that the silent alarm that I installed has just been activated. I was hoping that I would have spider-powers to deal with whoever it is but now…..

I might as well call the cops.

10 minutes later I see the burglar being hauled away into the police cruiser. Uncle Ben, Aunt May and Anna Watson are outside watching and I'm at the window watching it all happen.

I don't want to think what could have happened if I did not call the police or made the silent alarm. Life had become a whole lot more dangerous now.

Going back to my room I decided to make plans for a contingency just in case things go wrong. My plans to extract the spider-serum has to be put on hold because I don't have the time or the resources right now to extract the radioactive plasma. Instead I start working on finishing my other project.

If my hunch is right I'm gonna need this.

 **4 days later**

Well…the worst happened. It turns out that while robbing a bank the Vulture, Adrian Toomes was ambushed by an unknown figure who stole the money from him, leaving the old fool webbed up to the floor. In later cases a string of robberies all over New York city was done by someone calling himself the Spider.

Flash Thompson has hell to pay.

Now in hindsight, I should have thought this through…confronting him when he's the one with all the power, but when I saw him walking down the street without a care in the world I snapped.

I ran up to him and asked

Peter: What the hell are you doing?! This is not why I gave you the costumes and the tools! You are supposed to be helping people! If you don't give back the money I'm turning you in myself!

At first flash looked pissed and I wondered for a second if I was going to die. Then he smiled and a chill went down my spine.

Flash: You know Petey ol' pal? I've had it with you're Namby-pamby moralizing!

With that and a _'thwipp'_ He webs up my mouth and then my whole body. Then he grabs me and carries me up a building. I looked down for help but it seemed like no one was there, the entire street was abandoned! During that time Flash just kept up his monologue.

Flash: You must be crazy to think I'd let a wimp like you stand between me and all the wealth and power I deserve!

Then he just walked over to the roof of the building and webbed me up to the underside of it.

Flash: Face it pete! It was inevitable that I'd have to kill you to protect my secrets!

Then he just came in close and looked into my terrified eyes and then sneered at me.

Flash: I don't guess I got to point out to a Big Brain like you What'll happen in an hour when the webbing dissolves?

Dissmissing me and turning around he just walked down the building wall and left with a parting shot.

Flash: *chuckle* Oh Well, I guess the world will never miss a nobody like you!

As soon as flash left I knew I had to let my "contingency plan" working. So working from my inner sleeve I applied a web dissolving fluid at the top of the web cocoon that flash left me in. Then I reach with my hands over the ledge of the building and carefully rip myself out ouf the cocoon and pull myself onto the roof. It's Like flash said, I had a big brain.

I need to keep out of sight for what I'm about to do. So I go back home. In the kitchen, Aunt May and Uncle Ben are waiting for me..

Aunt: Peter? Is that you? Oh thank goodness. Ben He's here!

Ben: Champ! What's wrong? What happened? We've been worried sick about you!

Peter: No time to talk guys! Something important has come up. I have to do something really quick it's an emergency.

With that I ignore the confused and befuddled looks of the two people I love the most and head down to my lab in the basement. Stepping past all my makeshift tools and scientific equipment, I open an old locker and show my backup plan for dealing with Flash Thompson, the Spider.

Inside is my first make shift, Spider-Exo suit which I made envisioning Alistair Smythe's Spider-slayer designs from the comics I once read from another lifetime. It is basically designed to counteract each and every one of Spider-man's powers and use it against him. I made this originally as a backup just in case I ever went rogue…so that someone would take me down.

( **Think of the Suit that Peter wears in What if ..? #76 from 1989)**

Now I need to take down a violent psychopathic jock who has spider powers. The only advantage I have apart from the suit and my intelligence is that flash is new to the powers and can't use them properly now.

 **The next day, Daily Bugle Building**

I heard from my police scanner that the spider had taken the reporters of the Daily Bugle hostage. Now from the scathing article published by JJJ, just yesterday I know only too well what flash is going to do.

Once again years of preparation allowed me to come up with a plan to sneak into the Daily Bugle and not through the roof or the building or even topside, but rather though an unfinished subway station which was built below the Bugle. I made my way through the maze that is the NY Underground and By breaking down a weak wall found myself in the printing presses of the bugle.

I made my way up the building via the emergency fire exit stairs. To a normal man on foot this would have been tough but I managed to get up their within 2 minutes thanks to Web zipping and my Robotic four arms!

Pretty soon I made my way past the terrified reporters hiding beneath their desks, with only Robbie Robertson and Ben Urich brave enough to peek from their deskssee me walking in my suit. When I came to Jameson's office I could here shouting from behind the door. I looked down to the secretaries desk and sure enough I could see a wide eyed and open mouth Betty Brant staring back at me. My god! She is beautiful! I give her a wink and motion for her to leave. Then with a heave I command my new appendages to open up the door.

As I rip apart the door I see The Spider holding Jameson up by the collar and both are staring at me.

Peter: Allow me to introduce myself gentlemen. My name is Peter Benjamin Parker, But you can call me the **SPIDER-SLAYER!**

And so begins my first super villain showdown!

Flash: **YOU? PUNY PARKER THINKS THAT HE CAN STOP ME?! I SHOULD HAVE SNAPPED YOU NECK WHEN I HAD THE CHANCE!**

I observe for a split second that flash is not himself. He sounds different like as if something happened to him. More proof I need to take him down fast!

With a mental command my Spider-like arms smash down into the desk n which flash was on. He dodges the arms with ease and now Is on the ceiling looking upside down at me. I From the outside I can tell that the speed is a huge and unfair advantage. I now know what it feels like to be on the receiving end of it.

Flash: **LET'S SEE HOW WELL YOU KOVE WITH YOUR LEGS ALL GUMMED UP!**

As soon as he attempted to web up my legs the webbing just slipped off.

Flash: **MY WEBBING IS SLIDDING OFF! ( sounds unconvinced)**

Peter: That's because they are coated with a slick polymer coating of my own devising that the web's chemicals won't adhere to!

I jump onto the ceiling barely missing flash. As he jumps down to the floor he unleashes the webs again. This time on me!

Flash: **PRETTY SMART, BUT I'M BETTING YOU COULDN'T COAT YOURSELF EGGHEAD! (he says with a sneer)**

Anticipating this, I just click a button on my palm, releasing an orange gas all over me letting the webbing evaporate just as quickly as it comes on me.

Peter: I don't need to, not as long as this chemical mist can quickly dissolve your webbing! I created the web formula—I'd have to be pretty stupid not to know how to destroy it!

Enraged Flash then jumps onto me with his intent clear!

Flash: **THEN HOW ABOUT I JUST USE MY SPIDER-STRENGTH TO RIP OFF THOSE DOPEY METAL LEGS! AND BEAT YOU TO DEATH WITH 'EM!**

Flash is really quick but I came prepared for this as well. As he approaches me I raise my hand as if readying for a punch. Now flash thinking that he is invincible won't see a threat…..Now!

Peter: Time to go on the offensive!

With that I hit another button and a liquid comes out of my gauntel and onto Flash's mask!

Flash: **ARRGHH! (falls down to the floor) YOU BLINDED ME YOU COWARD! YOU SQUIRTED SOME KIND OF JUNK IN MY EYES!**

Peter: Your eyes are fine. I just used a compound to change the chemical composition of your mask's eye pieces. Now they are opaque from both sides!

Flash: **GOTTA GET RID OF THIS STUPID MASK!**

I try to trap him with my arms but flash didges it. Blasted Spider-sense! I need to take him down. Time to prepare my Ace in the hole.

Flash after removing his mask then grabs Betty Brant and hold her by the neck. He faces me with the terrified secretary in his arms. As I look at him I can see his eyes are blood shot and his skin is pale. This means something is VERY wrong with him. Did the Spider-bite do this? Was he going through some kind of reaction? No time to think about that now though.

Flash: **I'LL BREAK HER NECK IF YOU DON'T BACK OFF PARKER! I SWEAR I WILL!**

Then with my hand on my chest piece I turn the dial on it.

Peter: No you won't flash.

The flash let's go of Betty and shouts out in intense pain. Right now I am broadcasting a sonic frequency to jam his spider sense full on. Basically his spider sense has been put on overload and it won't stop until I stop it. He should pass out the pain pretty soon. I could explain it all to him but I doubt he would even understand or listen to what I have to say.

Then suddenly to my shock, Flash Thompson jumps out of the window, the top floor of the bugle. I look from the window to find that somehow flash has recovered from my sonic attack and now is web slinging away!

Shit! This is really bad! I need to go after him before he does something bad!

Just as I move my robotic limbs out the door my chestpiece exploded. Keeping it on for such a long time must have strained it and now it will take time for me to repair it Shit! Goddamn Parker luck.

I turn to the recovering Betty Brant and JJJ and say to them.

Peter: I suggest that you get yourself to a hospital and get yourselves checked out.

Betty: Wait! What about you?!

Peter: I'm going after him…

With that I leap of the building the sameway Flash did and just as flash did I used my own web shooters to web swing across the city. I need to track him down.

Now if I were a pissed off Flash Thompson where would I….OH NO!

Uncle Ben! Aunt May! I hope to god those two are okay! Please be alright! Please go to the movies! PLEASE! GOD HELP ME!

 **2 hours later, Parker Residence, Queens**

I stare at disbelief at what I'm seeing right now. When I back came here I saw the front door ripped open. When I came inside my heart stopped.

On the floor is the dead bodies of Aunt May and Uncle Ben…Their necks are snapped. Wrapped up in web cocoons…

On the floor is a message carved by hand into the wood of the floor…..

 **SHOULD HAVE STAYED OUT OF MY WAY PARKER….SEE WHAT HAPPENS WHEN YOU TRY TO PLAY HERO?**

Flash Thomson…The Spider…..

Peter: FFFFLLLLLLLLLLLAAAAAAAAAAAAASSSSSSSSSHHHHHHHHHH!

I shout at the top of my lungs…..I don't care if the whole city heard me.

FLASH MUST PAY FOR THIS! I AM GOING TO KILL HIM WITH MY BEAR HANDS!

I rush out of my house and onto the road, web slinging in the direction of the city hoping that I would pick up that goddamn bastard's trail again. This time with a fully repaired sonic jammer and I'm setting it to maximum!

 **3 hours later**

The moon is full and high in the night sky and I still haven't found that damn spider!

I should never have given him the web shooters and the costume! I should have given his name to the police.

I was such a FOOL for thinking that there was any good in Flash Thompson. HE WILL GET NO MERCY FROM ME! I WILL BREAK HIM INCH BY INCH!

I look at the moon once more to see something in the distance.

Squinting and trying to make out what it is I see that it is in fact the one I have been searching for…SPIDER!

It looks like He is struggling with someone….waitaminnuit green wings? It must be the Vulture. He must have broken out of prison already.

I don't care I'll just take the both of them down. But right now they are too high up for me to reach….

Then I see something happening, suddenly BOTH of them were falling at incredible speeds. At the rate that they are falling they'll be….NO! HE'S MINE!

I web zip over to them and watch for a split second the two of them. Flash is falling down with a mad look on his face which is pale and contorted to a grin, meanwhile Toome's face has a look of horror on it as he sees the ground coming up on them.

I try to stab the both of them with my arms but by the time I try both of them pass me buy and….SMASH!

I jump from my web line and then web zip down to the alley way where both of them have crashed. I can see that by the time I get there it's too late…..

Flash Thompson, The Spider and Adrian Toomes, the Vulture are dead…..Squashed flat with their brains cracked open and blood all over the side walk…

Nooo….it should have been me…..

With that I fall..losing consciousness..the last thing I remember is looking at their dead bodies.

My life is fucked up.


	2. Chapter 2 With great power comes

**The Superior Peter Parker! Chapter 2: With Great power comes…Marvel OC/SI fanfic**

 **There is a slight crossover with Anime and Manga regarding my OC/SI.**

 **My OC will have the powers and skills of all my favorite characters and I mean mostly from Marvel and DC comics. Ideas will be taken from here and there that is why it is an X-Over.**

 **This is not a copy of Earth 616 and it will mostly be a mash up of my favorite What if comics and storylines. Some characters will be there and some won't I am basically creating a mix up of my favorite characters. The artwork and setting if this was an actual comic is very similar to Captain America: Man out of time.**

 **This will be a Harem fic and I would like to Thank HandAssasinSpider-man, Diablo Ex Machina and RebukeX7**

 **Here is the new story and WARNING**

 **WARNING THE FOLLOWING STORY WILL CONTAIN:**

 **Lemons, Mass Harem, Mind Control, Hypnosis, Foul Language/Swearing, Possible Racial references due to period, Character bashing, Sexual themes some will find insulting and/or disgusting, Bashing, Improper Grammar, Anti-Drama, Gore, Bashing, etc.**

 **I DONT OWN THE RIGHTS TO ANY MANGA, ANIME, COMICS, VIDEO GAMES AND/OR ANIMES! THIS IS A WORK OF FANFICTION.**

 **There will also be bad grammar at times.**

 **This story will mostly resemble several Wuxia Web Novels because I draw inspiration from them.**

 **Any OC's are my property.**

 **Reviews will be welcomed, flames will be deleted.**

 **Questions will be answered occasionally.**

 **Chapter 2**

 **OC POV**

I wake up to find myself on a hospital bed, strapped down to it with my body completely in casts and my head and neck in braces. What the hell just happened? Last thing I remember was zipping down to the street and seeing…those two dead bodies. Did something happen to me while I was zipping down?

The door opens and someone comes inside, I can't see much thanks to the room being dark and the light switched off. The light from the IV next to me doesn't offer much illumination. I can hear the tapping noises of a shoes though, one that is coming closer.

I see a black gloved hand on the railing of my bed and I raise my head to see the face of my visitor.

Standing by the side of my bed was an old man dressed in a blue plain suit. He had black eyes and a balding head with black hair. He looked so completely ordinary except for his eyes which were looking at me with interest.

 **Man:** Hello Mr. Parker. I'm glad to see you're awake.

 **Me:** W-Who…are..you?

My voice is a little strained as I try to force out the words out of my throat.

 **Man:** Try not to strain yourself. You're not a 100% yet. My name is Dr. Abner Croit and I am a scientist working for the government. My specialty is cosmic radiation, something I am sure you are familiar with since you were the one who wrote a paper regarding potential for using it as an alternate energy source.

 **Me:** I wrote that paper a long time ago, how did-

 **Dr. Croit:** Raymond Warren, your science teacher. He thought that your ideas and theories were worth taking a look at and I must say that I am very impressed.

 **Me:** Listen Dr. Croit, I don't mean to be rude but what exactly do you want? As you can see right now I'm not exactly in the mood.

 **Dr. Croit:** (grimaces) Yes, I know. I heard and I'm sorry. You risked your life to save people and you lose your family. That's the other part of why I'm here.

 **Me:** What? What do you mean?

 **Dr. Croit:** Mr. Parker, the government program that I work for is not just searching for way to harness cosmic energies for alternate energy but also as a way to combat the growing threat of Mutants and other Superhuman threats like the Hulk and the Spider.

 **Me:** The Spider? Is that what they are calling him these days?

 **Dr. Croit:** A name given to the late Flash Thompson by the Daily Bugle. Apparently the editor heard the criminal refer to himself like that.

 **Me:** I was the one who gave him that suit and those web shooters. I…He…made me make all those things for him. Told me if I didn't he would kill me and my family.

 **Dr. Croit:** Yes I know. The authorities have some questions for you regarding that. I suggest that you don't think about him for now Mr. Parker. Now back to my offer, how would you like to help in making sure that people like the Spider can be stopped?

 **Me:** What exactly do you mean?

 **Dr. Croit:** I want you to come work under me, as a research assistant. Together we can do great things.

 **Me:** M-Me? I'm just a high school student.

 **Dr. Croit:** Whose intelligence is well above college level. I talked to the principle of Mid-town high, if you want you can just take a High school equivalency exam and I can send you to Empire State University on a full scholarship, all you have to do is to agree to work for me and I'll take care of everything including making sure that any punishment given by the authorities is minor or nonexistent.

(sees my expression) This is an opportunity most would not get Mr. Parker. I suggest that you accept.

 **Me:** What about the funeral arrangements? I need a new house and other things and-

 **Dr. Croit:** As I said Mr. Parker I will take care of everything. Just trust me.

I looked at him, remembering everything that's been happening to me recently, Knowing that's there is nothing left for me now.

I can't go to prison or face prosecution. Not as long when things are just starting and not when more lives can be saved. So…

 **Me:** I'll do it.

++++++++++++++++++++++++++++++++++++++++  
 _ **6 Months later**_

 **Dr. Croit:** Be sure to make sure that all the instruments are locked and save all the files. We need to go over them tomorrow.

 **Peter:** (smiles) Of course Dr. Croit! I'll do it before I head out for the day.

He nods and leaves the laboratory to me.

Arrogant *&! ! seriously the man is such a tool! I can't believe the fact that such an idiot could have been given this job. Seriously!

How did things come to this? Was I so swept up by emotion that I found myself working like a slave for this idiot?!

I managed to retrieve my diary, my notes and the radioactive dead spider before the police confiscated all of it for evidence. True to Dr. Croit's words I was never charged with anything thanks to his influence so I'm grateful for that at least.

I have been secretly trying to find out a way to extract the Spider's plasma in the attempt to get Spider like abilities like Thompson.

I attended his funeral from a far, despite dying a super villain apparently a lot of people came for his funeral including his parent's and Liz Allen.

*!*Y#!*&!*#_! #

**** all of them! I marched over and spit on that ****'s grave and told all of them exactly of what I thought of all of them. Giving this Mother****** a funeral?!

HE DESERVES TO BE CREMATED AND TOSSED INTO AN UNMARKED GRAVE!

I stormed off after giving his parent's and Liz a piece of my mind.

Last I saw of them they all had horrified looks on their faces.

When Uncle Ben's and Aunt May's funeral came around, the entire neighborhood attended including the neighbor and a vaguely familiar red head I saw from next door.

I didn't stop kids from the school and my former friends from attending the funeral, they all had known my Aunt and Uncle. Even Liz.

She tried to talk to me but I didn't even listen to her.

A few days after the funeral I graduated out of Mid-town high and now I am doing a part time course in Advanced Chemistry, Biology, Physics, Radiology, Electronics and Mechanical Engineering.

It's quite the schedule but thanks to Dr. Croit's influence and I am right now managing. It's going to take a lot of time and effort, but like I promised Aunt May and Uncle Ben I am going to become Dr. Peter Parker!

But now back to my project.

Now I have been doing some serious thinking. When I do find a way to extract the plasma from the dead spider, I need to think about how exactly I should go about my costumed career.

Thompson had already been introduced as the Spider and I can't exactly use the same costume design without causing a panic and drawing suspicion on me, the one who everyone knows designed the original suit and web shooters.

Plus I recall Morlun and others like him, feed off of totemic forces like me and making it clear that I draw my powers from a Spider which made me a target for the Super-Vampire.

Also there's the fact that the Spider-Man that I knew got a lot of negative press despite all the good he did and I suspect that it has something to do with people's general fear of Spiders and Anti-Mutant Hysteria.

People like the FF& Avengers had good public agents and were famous on their own like Captain America, Iron Man and Reed Richards. Their teams got caught up in that so they got less attacks from the press.

Daredevil had Ben Urich on his side, but the original Peter Parker? His Bad luck combined with J. 's well publicized distaste for him led to him gaining an infamous reputation in New York.

Other Spider themed heroes were exempt from this because JJJ was so focused on Spider-Man and/or because they had better appeal to the public like Black Widow and Spider-Woman whose costumes were *ahem* easy on the eyes.

So maybe dressing up with a Spider theme and having a Spider related name may not work well for me.

Then there is the matter of the fact that I don't fully know what effects directly injecting the Spider plasma will do to me. I mean I don't want to end up mutated into a giant Man-Spider.

So I'll have to find another way to get powers and I already know the answer:

Captain America, the world's first Avenger and possibly the truest definition of a hero. If not for him America would have lost the war and Hydra would have taken over.

Uncle Ben had a lot of comics in attic and when I was sick he read them to me. My favorite were stories about Captain America.

I knew from all the comics that Cap was the "Ultimate Human fighter" and despite being considered as non-super powered he was the best Hero there is.

He fought against foes much greater than he, yet somehow not only survived but bested them at times, due to his tactical skills and combat prowess.

The Original Super Soldier Serum had been lost but I knew that the American government kept other formulas.

I was looking for one specifically: William Burnside's formula.

Burnside or Steve Rogers II as he would like to be known as discovered a formula from a Nazi **Major Albrecht Kerfoot's** diary, one that made him stronger than the original.

Unfortunately it also drove him and his "Bucky" Jack Munroe insane since the two were not exposed to the Vita- Ray treatment. They eventually were put in Cryo-stasis.

Since I knew what I was looking for and no one thought that a kid could know national secrets I travelled to Lee School in New York, where Burnside taught as a teacher of American History.

The place was old and on the verge of shutting down so I convinced the principle to let me do my "research". He gladly let me do it.

Burnside practically lived here since back then a dormitory was in use in which the staff could stay on site.

I went upto his old room and as I feared the place was a mess. The room had been turned into a storage place.

I spent seven hours going through cobwebs and dusty old books before I got to Jackpot.

It was a suitcase in which all of Burnside's Captain America Fan memorabilia had been stored. The G-men must have left this since they thought it was of no use to them.

Going through all the stuff I finally found Major Albrecht Kerfoot's diary the same one Burnside found all those years ago and the one that had the Serum formula on it.

It was a miracle! A sheer miracle that allowed me to finally get my hands on something that the entire world wanted.

I put it back in the suitcase and left with it after saying goodbye to the Principle.

Now this serum is the best Nazi equivalent of Dr. Erskine's formula but unfortunately using it on myself would be disastrous as I would end up going mad like Burnside and Munroe did.

So I came up with a solution.

By diluting the formula with the Spider-plasma, I hope not only to prevent me from going insane but also prevent me from Mutating.

Now I know this is quackery and suicidal but considering the fact that Aliens and other violent Super criminals and threats are on the horizon I am getting very desperate.

The worst that would happen is that I get locked up or thrown out of the university.

Tonight is the night I set everything up and create the formula. I can only hope that it works.

 **Dr. Croit's lab,** _ **The next day**_

Okay….I only prepared one dose of this in the Syringe.

 **[Stabs the serum syringe into the vein in my hand]**

Injecting…..Gah! It hurts! Damn it keep it steady! I can't afford to mess this up. Keep pushing….there.

Making sure not to break the needle I pull it out carefully and place the syringe on the table. Quickly sanitizing the area which I injected, I take the syringe and throw it into the Atomizer.

See I work with a lot of dangerous equipment here and so in order to dispose of dangerous chemicals or hazardous waste I use the Atomizer, which is a miniature disintegration tool that turns anything placed inside into harmless junk.

I use it now to remove all traces of the formula, can't take any chances that someone will find it.

Whew! Now all I have to do is wait for it to work and….

 **Dr. Croit:** tsk tsk Mr. Parker. I thought you would have a bit more self-control than that.

Turning around in surprise I am shocked to find Dr. Croit standing behind me with a smug face and a gun pointed at my head.

What the hell?! Didn't he go out for lunch?! And why is he pointing a gun at me?

 **Me:** Doctor? What are you doing here?

 **Dr. Croit:** Witnessing you pump yourself with those drugs you fool!I always knew that you were unstable Parker but this finally proves it!

 **Me:** What? I don't understand?

 **Dr. Croit:** No you don't talk Parker you listen. I have been waiting patiently for you to slip up and today that's paid off. Now you are going to become my guinea pig for my new experiment. You can't refuse I have the footage of you using the needle and now I own you.

 **Me:** You want me….to become your test subject?! Are you insane?

 **Dr. Croit:** No Parker, Just very desperate. You see I just hit a wall in my research and I can't go any further without a human test subject. Unless I hand over results to my superiors I lose my multi-million dollar funding. Fortunately for me I have a juvenile delinquent and ex-lab assistant to help me.

 **Me:** And what's stopping me from reporting you?

 **Dr. Croit:** (sneers) Apart from the threat of me shooting you? How about the fact that I have proof of you stealing university equipment and resources for you own ends. As a respectable scientist I may feel the need to report this to the authorities.

 **Me:** (rolls my eyes) I took surplus and discarded equipment and never without permission you idiot.

 **Dr. Croit:** For a nefarious purpose I suppose! Like making crystal meth or drugs like many unfortunate youths these days. Besides the police know that you were Thompson's accomplice and if it wasn't for me you would probably would have ended up in juvenile prison or worse!

 **Me:** Like I said he forced me to make those things. I was coerced and his bullying is well known. Besides there is no proof that I ever did anything illegal with the equipment I "borrowed".

 **Dr. Croit:** Doesn't matter. I have the gun here and so I have control over you. Get up and follow me.

Seeing the gone and the twitching fingers I had no choice but to agree to this madness. The man must be really desperate to threaten me with a gun. I raise my hands and walk to the lab.

 **Me:** Tell me something. Were you always planning on using me as a guinea pig?

 **Dr. Croit:** (scoffs) Of course you little twit! I may have helped you a little bit, But you were always intended for this. This way I'm getting my money's worth out of you (grins) You know I'm really lucky to have found you since originally I was going to find a guinea pig from a list of convicts who had a long sentence. Compared to them, getting you was a lot easier.

 **Me:** Then why waste all this time? Why not just do it already?

 **Dr. Croit:** There were a lot of eyes on you back then and you had public sympathy. Besides I deciced to make use of you as long as I could. Your theories and work have been very helpful to me! I accelerated my schedule thanks to you! Isn't it amazing?

I felt like smashing his stupid face, but now I can feel myself getting weaker. The serum! It must be doing something to me now!

Damn it! Cursed parker luck! Why now?!

Another man is waiting by the machine and I'm strapped into what looks to be body sized radiation chamber with a giant laser pointing down.

They strap me in and the glass closes around me trapping me within.

I can hear Dr. Croit croon outside the glass. Wish I can break out and break his DAMN FACE!

 **Dr. Croit:** As you are aware, Parker. We've been experimenting with harnessing the power of black star energies. I've discovered a way of reducing it's incredible output to an infinitesimal degree.

If I've figured it correctly we could possibly end all disease. If we're wrong, if we just unleash one Iota of power more than we need. Well you'll have a nice funeral. (smiles) You want to know something Parker? you were the one who gave me this idea and the one who made all of this possible, so I think it's fitting you reap what you sow.

Then it started. A jet of photonegative energy rays hit me head on and soon I was drowning in something alien. I screamed as every part of my body felt like as if I was being dipped in lava and being frozen at the same time!

DAMN IT! I CAN'T DIE LIKE THIS!

I continue to scream as I felt the glass shatter and my body feels weightless.

I can see through the pain and claw my way through the torrent of energy. I can see Croit and the other guy looking at me with shock and fear.

A torrent of hate and pain surges through me as I look at them. They did this to me!

I push my hands outward and flex my muscles and the energy hits the two scientists directly.

I hear them scream in terror as the energy envelopes them and both of them are reduced to specks.

As the two of them disappear, I stop blasting them. My body aches from head to toe and the laser above is still blasting energy.

I suddenly feel a pain coming from inside me and I collapse on the ground. The world blurs all around me and then I suddenly release all the energy within me.

 **BBBOOOOOOOOOOMMMMMMM~~~!**

I have to be unlucky waking up in beds like this. My eyes open and I can feel a mattress underneath.

Getting up I look around to see myself in a cell. One made out of steel with a large full length mirror wall.

It was in the mirror that I get the shock of my life.

The first thing I notice is that instead of the scrawny short rake-like kid that I normally see in the mirror there is a Lean-muscled athlete of medium height.

I guess I'm about 6 feet tall now and my entire body has become a hybrid of a runner, a gymnast and a dancer. Lean muscles and a six pack and yet no bulky mass like a body builder.

The second thing I notice is that I am dressed in a black skinsuit in which I have no memory of changing into. It hugs my skin on every inch of my body leaving only my face and head free.

And when it came to my face I got the worst shock of all.

I now have grey-white hair now and blue eyes instead of hazel. My skin is now pale, but my face….

A Diamond shaped face with a strong jaw, high cheek bones which have no baby fat at all and an overall look that made me very attractive.

This was not the face of a 16 year old, this is the face of a movie star!

What the hell happened to me? Where am I?

 **I suggest that you don't panic Mr. Parker**

A voice coming from all around me. Speakers! And the voice is modulated so that I can't tell it's a man or woman.

 **Me:** Who said that? Where am I?

 **Who I am is of no concern to you Mr. Parker. You have other things to be more concerned with.**

 **Me:** Like what? That I'm your prisoner?

 **I saved your life Mr. Parker when I easily could have left you to rot. Without my help your body would have been sent into another dimension in which you don't have a hope of ever returning from.**

 **Me:** The Black Star Rays!

 **Darkforce. That is the correct term and that is where Dr. Croit was drawing energy from. It's a primordial dimension in which only darkness exists. You would have been trapped there forever.**

 **Me:** …What exactly do you want then? What reason did you save me for?

 **In certain cultures your life would be mine to use Mr. Parker. Without me you would be dead or lost within the darkforce dimension. My powers are the only thing between you and oblivion.**

 **Me:** You want me to work for you? Like some kind of slave?

 **Yes. But do well and follow my commands willingly, you will become more than a slave and instead an employee with benefits. After all…..**

The Mirror I was looking into disappeared and in its place was a glass window which showed me the outside.

On the outside of my room I saw several people dressed in yellow beekeeper suits and one woman dressed in a green suit with gold trimmings. The woman was beautiful with black hair and blue eyes. She was looking at me with a blood thirsty grin. 

**Woman:** …..the Scientist Supreme always rewards those who are loyal to her!

What the hell did I get myself into now?

 **And that's it. I'm ending on a cliff hanger. I am using ubsure and little known details taken from the old marvel comics and the marvel Wikipedia database as well as fan sites.**

 **If anyone has any suggestions regarding plot points as well as storylines. Please tell me.**

 **Flames will be deleted and unintelligent suggestions will be ignored.**


End file.
